ARTICLE 4: OFFICERS
4.1 Designation of officers
The officers of the corporation shall be a President, a Vice President, a Secretary, and a
Treasurer. The corporation may also have a Chair person of the Board, one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Trustees. No person shall hold two or more offices within the corporation.
The officers shall be members of the Board of Trustees.
4.3 Election and term of office
Officers shall be elected by the Board of Trustees from its own ranks. The election shall
take place immediately following the Annual Convention of the members. Each officer
shall hold office until he or she resigns or is removed or is otherwise disqualified to serve,
or until his or her successor shall be elected and qualified, whichever occurs first.
4.4 Removal and resignation
Any officer may be removed, either with or without cause, by the Board of Trustees, at any
time. Any officer may resign at anytime by giving written notice to the Board of Trustees or
to the President or Secretary of the corporation. Any such resignation shall take effect at the
date of receipt of such notice or at any later date specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it
effective. The above provisions of this section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the Board of Trustees relating to the
employment of any officer of the corporation.
4 .5 Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of
any officer shall be filled by the Board of Trustees. In the event of a vacancy in any office
other than that of President, such vacancy may be filled temporarily by appointment by
the President until such time as the Board shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the board may or may not be filled as the
board shall determine.
4.6 Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the
control of the Board of Trustees, supervise and control the affairs of the corporation and the
activities of the officers. He or she shall perform all duties incident to his or her office and
such other duties as may be requires by law, by the Certificate of Incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Board of Trustees. The
President shall preside at all meetings of the Board of Trustees and at all meetings of the
members. Except as otherwise expressly provided by law, by the Certificate of
Incorporation, or by these Bylaws , he or she shall, in the name of the corporation, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments which may from
time to time be authorized by the Board of Trustees.
4.7 Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the
Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President
shall have other powers and perform such other duties as may be prescribed by law, by the Certificate of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Trustees.
4.8 Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these
Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may
determine, a book of minutes of all meetings of the trustees, and if applicable, meetings of
committees of trustees and of members, recording therein the time and place of
holding, whether regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as
authorized by law or the provisions of these Bylaws, to duly executed documents of the
Keep at the principal office of the corporation a membership book containing the name
and address of each and any members, and, in the case where any membership has been
terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any trustee of the corporation, or be his or her
agent of request therefore, the Bylaws, the membership book, and the minutes of the
proceedings of the trustees of the corporation.
In general, perform all duties incident to the office incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees.
4.9 Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Trustees, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any trustee of the corporation or to his or her agent or attorney, on request therefor.
Render to the President and trustees, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees.
The officers shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.